UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1 to
Form 10-Q
(Mark One)
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2008
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from ________ to __________
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Commission File Number: 000-26703
UNION DENTAL HOLDINGS, INC.
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(Exact name of issuer as specified in charter)
Florida 65-0710392
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 University Drive, Suite 200
Coral Springs, Florida 33071
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(Address of principal executive offices)(Zip Code)
(954) 575-2252
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(Issuer's telephone number, including area code)
N/A
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(Former name, former address and
former fiscal year, if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [x]
(Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]
Indicated the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date, 112,572,510 shares of common
stock are issued and outstanding as of August 1, 2008.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This amended Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2008 contains "forward-looking statements". Generally, the words "believes",
"anticipates," "may," "will," "should," "expect," "intend," "estimate,"
"continue," and similar expressions or the negative thereof or comparable
terminology are intended to identify forward-looking statements which include,
but are not limited to, statements concerning the Company's expectations
regarding its working capital requirements, financing requirements, business
prospects, and other statements of expectations, beliefs, future plans and
strategies, anticipated events or trends, and similar expressions concerning
matters that are not historical facts. Such statements are subject to certain
risks and uncertainties, including the matters set forth in this amended
Quarterly Report or other reports or documents the Company files with the
Securities and Exchange Commission from time to time, which could cause actual
results or outcomes to differ materially from those projected. Undue reliance
should not be placed on these forward-looking statements which speak only as of
the date hereof. The Company undertakes no obligation to update these
forward-looking statements. In addition, the forward-looking statements in this
amended Quarterly Report involve known and unknown risks, uncertainties and
other factors that could cause the actual results, performance or achievements
of the Company to differ materially from those expressed in or implied by the
forward-looking statements contained herein.
EXPLANATORY NOTE
Union Dental Holdings, Inc. is filing this Amendment No. 1 to our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2008 as filed with the U.S.
Securities and Exchange Commission on May 14, 2008. This Amendment No. 1 is
being filed to amend and restate the information provided under Item 4, Controls
and Procedures. This Amendment No. 1 responds to the comments of the Staff of
the Securities and Exchange Commission in connection with its review of our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.
This Amendment No. 1 does not affect the original financial statements or
footnotes as originally filed. This Amendment No. 1 does not reflect events that
have occurred after the original filing of the quarterly report on Form 10-Q for
the quarter ended June 30, 2008.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as
a result of this Amendment No. 1, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished respectively,
as exhibits to the original filing, have been amended and refiled as of the date
of this Amendment No. 1 and are included as Exhibits 31.2, 31.2, 32.1 and 32.2
hereto.
This Amendment No. 1 should be read in conjunction with the original filing
of our Quarterly Report for the period ended June 30, 2008 and our other filings
made with the Securities and Exchange Commission.
ITEM 4. Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, our management,
including George Green, evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of June 30, 2008.
Disclosure controls and procedures refer to controls and other procedures
designed to ensure that information required to be disclosed in the reports we
file or submit under the Securities Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating our disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management is required to apply its judgment in evaluating and
implementing possible controls and procedures.
Management conducted its evaluation of disclosure controls and procedures
under the supervision of our chief executive and financial officer. Based on
that evaluation, Dr. Green concluded that because of the significant
deficiencies in internal control over financial reporting described below, our
disclosure controls and procedures were not effective as of June 30, 2008.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act. Our management is also required to
assess and report on the effectiveness of our internal control over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002
("Section 404"). Management assessed the effectiveness of our internal control
over financial reporting as of June 30, 2008. In making this assessment, we used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control - Integrated Framework. During
our assessment of the effectiveness of internal control over financial reporting
as of June 30, 2008, management identified significant deficiencies related to
(i) our internal audit functions;
(ii) the absence of an Audit Committee as of June 30, 2008 and
(iii) a lack of segregation of duties within accounting functions.
Management has determined that our internal audit function is also
significantly deficient due to insufficient qualified resources to perform
internal audit functions.
Additionally, management determined that the lack of an Audit Committee of
the board of directors of the Company also contributed to insufficient oversight
of our accounting and audit functions and we do not employ any accounting
personnel and we use an independent accountant to compile our books and records.
In order to correct the foregoing deficiencies, we plan on taking the following
remediation measures:
* We are looking to retain a senior financial executive to serve as our Chief
Financial Officer. This individual should have extensive experience in
internal control and U.S. GAAP reporting compliance. We believe that this
individual together with our chief executive officer will oversee and
manage our the financial reporting process and required training of the
accounting staff.
* We have committed to the establishment of effective internal audit
functions, however, we have not hired any internal audit resources as of
the date of this report and may not have sufficient operating capital to
establish an internal audit function.
* We plan on hiring an independent director to serve on an audit committee,
however we have not hired any independent directors as of the date of this
report and may not have sufficient operating capital to hire an independent
director.
* Due to our size and nature, segregation of all conflicting duties may not
always be possible and may not be economically feasible. However, to the
extent possible, we will implement procedures to assure that the initiation
of transactions, the custody of assets and the recording of transactions
will be performed by separate individuals.
We believe that the foregoing steps will remediate the significant
deficiencies identified above, and we will continue to monitor the effectiveness
of these steps and make any changes that our management deems appropriate.
A material weakness (within the meaning of PCAOB Auditing Standard No. 5)
is a deficiency, or a combination of deficiencies, in internal control over
financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented
or detected on a timely basis. A significant deficiency is a deficiency, or a
combination of deficiencies, in internal control over financial reporting that
is less severe than a material weakness, yet important enough to merit attention
by those responsible for oversight of the company's financial reporting.
Our management is not aware of any material weaknesses in our internal
control over financial reporting, and nothing has come to the attention of
management that causes them to believe that any material inaccuracies or errors
exist in our financial statement as of June 30, 2008. The reportable conditions
and other areas of our internal control over financial reporting identified by
us as needing improvement have not resulted in a material restatement of our
financial statements. Nor are we aware of any instance where such reportable
conditions or other identified areas of weakness have resulted in a material
misstatement of omission in any report we have filed with or submitted to the
Commission.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may deteriorate.
ITEM 6. Exhibits
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit
No. Description
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31.1 * Section 302) Certification of Chief Executive Officer
31.2 * Section 302 Certification of the Principal Financial Officer
32.1 * Section 906 Certification of Chief Executive Officer and the Principal
Financial Officer
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNION DENTAL HOLDINGS, INC.
Dated: November 6, 2008 By: /s/ George D. Green
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George D. Green
Chief Executive Officer, President and Director